Legacy 112: Noah's Arc
by Dozo14
Summary: Prue and Noah run into a dangerous female demon, though Prue finds herself outmatched when the demon is immune to her powers. Payton considers taking the next step in her love life. While the Cupid sisters work together to stop a threat in the present, Noah's past is revealed in a series of flashbacks to his time as an Elder.
1. Chapter 1

Legacy 112: Noah's Arc

Xxx

 _Many years ago,_

 _As snow fell in the dark city of London, a column of orbs descended. A concerned Noah appeared in a small park and he was shocked by what he saw. The bodies of several witches were lying in the blood-stained snow. Five of his charges, whom he had been guiding for years. He screamed and fell to his knees crying. He had not heard them calling or sensed their pain. He slammed his fists into the snow as he tried to figure out how this happened._

" _Don't worry, they didn't feel a thing." A sinister voice spoke from the shadows._

 _Noah turned around. Before he could get up, a ring of purple energy appeared around his neck. The heat burned his skin. A figure stepped out from behind a tree. She was an attractive woman with olive skin and long black hair. With her cold demeanor, it was obvious that she was a demon._

" _You killed them." Noah snarled at her. "Why?"_

" _Because I felt like it." The demon replied with a shrug._

" _You're a monster." Noah said. "What did you do to them? I never heard their calls or felt their pain."_

" _Like I said, they didn't feel anything." The demon explained. "Because I took their pain. I took everything from them."_

" _You took their pain?" Noah repeated confused._

 _The demon smirked as she kneeled down and wiped the tears from his face. As she touched his skin, her eyes glowed purple and Noah could feel his emotions being drained. The pain of loss started to fade away and he felt hollow._

" _Stop." He demanded. "I know what you are. You're an Empusa, an emotional vampire. You drain the emotions of other beings."_

" _Handsome and smart." The Empusa noted._

" _Why them?" Noah asked. "They were so young."_

" _Exactly." The Empusa replied. "They were young, filled with emotions. Hopes and dreams, love. And I enjoyed taking it all. And now I'm going to enjoy taking your delicious pain."_

 _The Empusa leaned in to kiss him. Noah tried to resist, but with his emotions being drained, he could not access his powers. Suddenly a bolt of lightning struck the Empusa and she was thrown back. Noah saw an Elder standing in the snow, dressed in white and gold robes. The Empusa rose to her feet. She held out her hand and blades of energy appeared at her fingertips._

" _You have caused enough grief today." The Elder said._

" _Not even close, Elder." The Empusa replied. "Powerful as you are, even your magic is tied to your emotions."_

 _The Empusa threw her energy blades, though the Elder destroyed them with a bolt of lightning. The Empusa hissed and shot forward in a blur of superhuman speed. She placed her hands on the Elder's face and smiled._

" _You have much bottled up emotion." The Empusa said. "I can feel the pain of loss and guilt for leaving your family."_

" _Enough." The Elder said determined._

 _The Elder grabbed her arms and sent a surge of electricity through her. The Empusa screamed and jumped back, landing in the snow in a kneeling position._

" _How are you fighting me?" The Empusa asked confused. "When I drain someone, they lose access to their powers."_

" _Only when they cannot control their emotions." The Elder replied. "I've learned to control mine. It's the only reason I can stand being away from my family."_

 _The Elder fired a bolt of lightning. The Empusa screamed as electricity coursed through her. The Elder fired a second bolt and lifted her off the ground. With a final scream, she turned to dust and the ring around Noah's neck faded. He felt his emotions return in a rush, including the crushing pain of losing his charges. It was too much at once and he collapsed in the snow._

" _Noah." The Elder said as he walked over. "We must leave. Someone must have heard the fighting."_

" _My charges." Noah said tearfully. "I can't leave them."_

" _I know. But there is nothing you can do for them." The Elder said as he placed a hand on his shoulder. "Losing them never gets easier, and it shouldn't. All we can do is accept the pain and learn. To ensure that others are protected. Now come."_

 _Noah took a last look at his charges as he was engulfed in orbs. When he rematerialized, he saw they were in the Heavens._

" _I can't do this anymore." Noah admitted._

" _What do you mean?" The Elder asked._

" _I can't stand on the sidelines and watch my friends die." Noah replied. "I'm tired of being a pacifist, unable to protect the people I care about."_

" _Whitelighters protect their charges by guiding them, teaching them." The Elder said._

" _It's not enough." Noah said. "I want to do more."_

" _Good." The Elder stated._

" _What?" Noah asked confused._

" _I was hoping you would say that." The Elder replied. "I have been keeping an eye on you. You are one of the best, and right now, we need the best."_

" _What do you mean?" Noah asked._

" _You know what has happened a few months ago." The Elder explained. "When the Titans were unleashed, we lost over half the council. We need to rebuild."_

" _Are you saying you want me to become an Elder?" Noah asked._

" _I am." The Elder replied. "You are driven, passionate and smart. We need Elders like that if we want to rebuild a stronger council. I will give you some time to think."_

" _I don't need to think." Noah said determined. "I want to make a difference. I want to be part of a better council to save as many innocent lives as possible."_

" _I thought you would say that." The Elder replied._

 _The Elder smiled and waved his hand. A golden glow surrounded Noah and he could feel something changing. A new power awakened inside him. He stared in amazement as his clothes were replaced with white and golden robes._

" _You're one of us now, Noah." The Elder said._

" _Thank you, sir." Noah replied. "I'm sorry, I don't even know your name."_

" _Don't worry." The Elder said with a smile. "It's Leo. Leo Wyatt."_

Xxx

Present,

After a night at the movies, Payton Halliwell returned home to her parents' apartment with her date, Sean. They had been dating for a couple of weeks now, ever since he first asked her out after the incident with the Goblins. As he walked her home, they kissed in the hallway. She felt his hand slide down from her shoulder down to her hip, then to her backside. He pulled her closer. Although she liked him, she became nervous and had to focus not to turn invisible by accident.

Payton had kissed Sean plenty of times now, though she suspected that Sean was ready for more. Although he was a perfect gentleman and would never pressure her, she felt awkward about it. She wasn't sure if she was there yet. They were not even official yet. She slowly took his hand and moved it away. Sean noticed and stopped kissing her.

"What's wrong?" Sean asked.

"Sorry, your hand." Payton replied.

"Oh, sorry." Sean quickly said and he stepped back. "I wasn't trying to... I got carried away."

"No... I get it." Payton replied. "I just…"

At that moment, the door opened and Penny appeared. Sean quickly took another step back to create some distance. An amused smile appeared on her sister's lips and Payton knew she was caught. It was completely embarrassing.

"Well, well. Interrupted something?" Penny said. "Hi, Sean."

"Hey." Sean replied a little flustered. "Just dropping Payton off."

"I see." Penny said. "Why don't you come in for a drink?"

Payton shot Penny a dirty look. She was clearly enjoying the fact that she caught them and was trying to embarrass her. Sean looked at Payton and shrugged. He entered the apartment and Penny winked at Payton as she followed.

"I'll get you something to drink." Penny said as she closed the door and headed to the kitchen.

"I thought you just lived here with Prue now that you're parents are out of town?" Sean asked softly.

"Yeah, this is a temporary situation." Penny called out from the kitchen. "You see, I dropped out of college to open a nightclub. And I can't really afford my own place and my school wouldn't let me live on campus, since, you know, I'm not a student anymore."

"Seems like a logical rule, I guess." Sean replied.

"Speaking of the club, shouldn't you be over there?" Payton asked impatiently.

"No, I'm still renovating the place." Penny said as she headed back with drinks. "I still need restyle everything after that demon…uh, demonstrator messed everything up."

"A demonstrator?" Sean asked with a frown.

"Yeah, anti-alcohol or anti-fun something." Penny lied casually. "A real loony. Hates clubs."

"Right." Sean replied skeptically.

"Anyway, I'm all about work now. Boring." Penny said. "So how was the date?"

"Sean, it's getting pretty late." Payton quickly said. "Don't you have football practice in the morning?"

"Right, yeah, almost forgot." Sean said as she finished his drink. "Coach will kick my ass if I'm not at my best. I'll call you tomorrow."

Sean gave Payton a quick kiss and excused himself. When he was gone, an annoyed Payton dropped her purse on the table and turned to Penny.

"Seriously?" Payton asked. "Did you really have to embarrass me like that?"

"Oh, come on, I was just messing around." Penny replied. "I heard you out in the hall. So little sis, how far have you gone?"

"That's none of your business." Payton said embarrassed.

"So not very far." Penny remarked. "What's the problem? I see the way he looks at you, he clearly wants to. I mean, all boys his age do, basically all the time."

"I know he wants to." Payton said. "That's not the problem. I am."

"Hold on, he is not pressuring you, is he?" Penny asked sincerely. "Because I will kick his ass, no matter how tight and firm it is."

"No, it's nothing like that." Payton replied. "He would never pressure me. But I can tell he wants to, and I'm not sure I'm ready."

"Sweetie, it's sex, not marriage." Penny said.

"I know that's how you feel. Like sex is no big deal, but it means something to me." Payton replied. "I want it to mean something, especially the first time. I want it to be special."

Knowing that Penny was about to laugh in her face, Payton grabbed her purse and stormed to her room. Her sisters was just too different, she would not understand. Prue probably would, but she was out working on a story for the paper. When she entered her room, Payton dropped down on the bed and thought back to her kiss with Sean in the hallway. Maybe he was the one, but she needed more time.

Xxx

Present,

Across the city, Prue Halliwell sat alone at a bar in a fancy club, dressed in a stunning black cocktail dress and sipping a cosmopolitan. She sat there, she impatiently tapped her pencil on her notebook. She was waiting on someone, a lead for a story, though she was starting to worry she had been stood up. When she heard someone laughing, she looked over her shoulder.

At a booth near the bar, a handsome businessman was talking to a beautiful woman with olive skin and long black hair. Her dress was a little too trashy for Prue's taste, but she could see why the businessman was all over her. She rolled her eyes and turned back to the bar.

"Is this seat taken?" A charming voice asked.

Prue smiled and turned to see Noah standing next to her. "Have a seat, stranger." She replied.

"So what's a girl like you…?" Noah started as he sat down, though he started laughing. "No, sorry, that line is just way too cheesy."

"I might like cheesy." Prue replied. "I'm a sucker for those old romantic movies."

"I'll keep that in mind." Noah said. "So what are you really doing here?"

"Working on a story, but I think it's a bust." Prue replied. "Where have you been?"

"Up there." Noah said. "Nothing important though."

Prue wanted to ask more, but hesitated. It had been days since Noah had told her about his past. She still needed to process a lot of it and she was afraid to bring it up. He had been through so much, and she wasn't quite sure how to deal with it.

"Well, since your night is a bust, want to have another drink?" Noah asked. "I'm off duty."

Prue smiled and was about to accept his offer when a chill went down her spine. She felt an intense evil and turned around. The businessman was leaving with the trashy woman. She noticed Prue looking and winked. The bad feeling was coming from her and Prue realized she was not human. That man was in danger.

"I'm not off duty." Prue replied as she turned to Noah. "See that woman leaving with the suit? I'm pretty sure she's a demon."

"How can you tell?" Noah asked.

"I just got a really bad feeling when she walked past us." Prue replied. "She is radiating evil. And the guy has no idea. He just thinks he's getting lucky."

"Should we get your sisters or cousins?" Noah asked.

"No time." Prue replied. "Let's go."

Prue quickly paid for her drink and she and Noah left the club. When they reached the street, Prue looked around for the businessman and the trashy demon. They were nowhere to be seen, so she closed her eyes and focused on the evil she felt earlier. It was coming from an alley.

"Over there." Prue said as she pointed.

Prue and Noah ran over to the alley. When they entered, they saw the demon with the businessman. She had her hands on his face and was doing something to him.

"Leave him alone." Prue said as she stepped forward.

The demon turned to her and hissed. "I knew it." She said as she let go of the businessman. "Empath."

"Demon." Prue replied.

Prue focused on the demon and fired a blast of psionic energy from her forehead. The pink blast soared at the demon, though she merely smiled and held out her hand. When the energy hit her, it was all absorbed through her fingertips.

"What the hell?" Prue asked shocked.

"Oh no. I know what she is." Noah said. "Prue, you can't beat her alone. Your powers won't work."

"Thanks for the power up." The demon said with a smile.

The demon held out her hand and blades of purple energy appeared on her fingertips. She flung them at Prue, who raised her hand and tried to channel her power by tapping into her emotions. Instead, she only felt a black hole of nothing. Noah pushed her aside and one of the blades pierced her shoulder. Prue cried out in pain as they fell on the ground. Noah was right, her powers were useless against this demon. She had no choice.

"Get us out of here." Prue said and Noah quickly orbed them away, leaving the innocent businessman in the clutches of the demon.

Xxx


	2. Chapter 2

Legacy 112: Noah's Arc

Part 2

Xxx

 _Many years ago,_

 _In the Heavens, Noah was impatiently pacing around. He had been an Elder for years now, though he barely felt like he had made a difference. The battle between good and evil raged on while the Elders were caught in endless debates and bureaucracy._

 _Now the council had decided that his mentor needed to face judgement for his actions. Some believed he had betrayed them by joining the Avatars. Noah didn't see it that way. All Leo wanted was to build a better world for his children, something they all should be fighting for. Instead, he had been sent to earth without his memories, a twisted test of character._

" _Noah." A familiar voice said._

 _Noah looked up and saw Kevin heading his direction. The two had become friends during their time together. "Any news?" He asked._

" _Not yet." Kevin replied._

" _If only we could do something." Noah said._

" _Odin has forbidden anyone from interfering." Kevin replied._

" _And what is Odin doing?" Noah asked skeptically. "His presence has been cloaked. What if he is trying to keep Leo from making the right choice?"_

" _What is the right choice?" Kevin wondered. "I know Leo has a family, but we need him up here too. The council needs someone with his kindness and understanding."_

" _I know Leo." Noah replied. "His heart belongs with his family."_

" _I just wish he could stay." Kevin admitted. "The council won't be the same."_

" _Odin has too much influence over the others." Noah said. "He is too old and conservative, unable to accept change for the better."_

" _We still have Sandra." Kevin replied._

" _Sandra cannot stand against Odin on her own." Noah said. "We have to do something if we want things to change."_

 _At that moment, a cloaked Elder came walking up to them. Noah wondered how long the Elder had been there and how much had been overheard. When the Elders removed her cloak, Noah was relieved to see it was Sandra._

" _Conversations like this should not be held in public." Sandra said. "The council needs to be united as one."_

" _But we're not." Noah said._

" _I know you're impatient, Noah." Sandra said. "But our place is still to guide, not to lead. We need to let destiny run its course."_

" _Is that what Odin is doing?" Noah asked suspiciously._

" _Leo will make his own choice." Sandra replied._

 _Noah wanted to argue, though he realized it was pointless. Even if Sandra agreed, she was too noble to admit the council was flawed. At that moment, a column of orbs rose from the clouds and Odin appeared. It was obvious he was in a foul mood._

" _Odin, what happened?" Sandra asked._

" _He has fallen from Grace." Odin replied. "He was ready to rejoin us until the witch called out to him."_

" _That witch is his wife." Noah corrected him._

" _I don't care." Odin replied. "His first responsibility was to the council."_

" _That was his choice to make." Sandra said. "We knew this was a possibility from the moment we decided to send him on this path."_

" _I'll inform the council." Odin said bitterly._

 _The others remained silent as Odin walked away. Noah was happy that his friend had become mortal to reunite with his family, but it also meant the council had lost another voice of reason._

Xxx

Present,

In a column of orbs, Prue and Noah appeared on the floor of her parents' apartment. Prue felt a sharp pain in her shoulder where the energy blade had struck, though that was nothing compared to the guilt she felt about leaving an innocent behind. The demon she faced was immune to her power, she even absorbed it. She had never seen anything like it.

"Let me heal that." Noah said.

Noah held his hand over the wound and a warm glow healed it. When it was healed, he helped her off the floor and onto the couch. At the same moment, Penny and Payton came running in from their bedrooms.

"Oh my God, what happened?" Payton asked.

"Demon attack." Noah replied.

"Did you vanquish it?" Penny asked.

"No." Prue admitted. "We had to run, we left an innocent behind to die."

"What?" Penny asked shocked. "Prue, what happened?"

"We didn't have a choice." Noah said defensively. "I know the type of demon we're dealing with. She is powerful, and completely immune to Prue's powers."

"What kind of demon was she?" Payton asked.

"An Empusa, sort-of like an emotional vampire." Noah explained. "I faced one before. They feed on the emotions of their victims, leaving them as hollow shells."

"Wait, I thought demons couldn't handle human emotions." Payton said.

"Normal demons can't, but these demons are different." Noah replied. "They feed on emotions. And that's exactly why Prue was powerless against her. Her powers revolve around emotion. The Empusa could absorb her psionic blasts, as they are raw emotion turned into energy."

"So when she attacked the demon, she basically handed her a snack?" Penny asked.

"I failed him." Prue said distantly.

"You mean the innocent?" Payton asked. "Prue, it wasn't your fault."

"Wasn't it?" Prue replied tearfully. "My powers weren't working, so I got scared and ran. I left an innocent man there to die."

"Prue, I know losing an innocent is hard, but we weren't prepared to deal with an Empusa." Noah said. "There was no way we could have beaten her. The smart thing to do was to retreat, so we can come up with a plan."

"Noah is right, don't blame yourself." Penny added.

Prue became silent. Her mind knew the others were right. Logically speaking, there was nothing she could do, the demon outmatched her. However, her heart was telling her that she abandoned an innocent. Because of her, a man was now dead. A man with family and friends who would never see him again. As much as the others tried to justify running away, she could not shake that feeling.

"You should get some sleep." Noah said as he took her hand. "I'll go see the Elders right away and we'll come up with a plan."

"Alright." Prue replied, though she doubted she could sleep.

"We'll take care of things here, Noah." Penny said. "Just get us a way to vanquish that bitch."

"Got it." Noah replied as he disappeared in a column of orbs.

"Do you need some help?" Payton asked concerned.

"No, I'll be alright." Prue lied. "I'm just going to take a shower and try to get some sleep. We'll figure this out in the morning."

Prue said goodnight to her sisters and left the room. After a long and steaming shower, she crawled into bed. Every time she closed her eyes, she saw the Empusa and the innocent, so she stayed awake staring at the ceiling. Hours passed until she finally fell into a troubled sleep.

Xxx

Present,

After leaving the apartment, Noah materialized in the Heavens in a column of orbs. After everything that happened, he always felt uncomfortable coming back here. As he headed to the council, several Whitelighters stared and whispered behind his back. They all knew what he did, and they all avoided him. The Heavens no longer felt like his home.

"Noah." A friendly voice sounded from the distance.

Noah turned around and saw Sandra and Kevin heading his way. It had been years since he saw his old friend. They had not talked since the incident.

"It is good to see you." Noah said.

"It's been a long time." Kevin replied casually. "What brings you up here?"

"Prue encountered a demon attacking an innocent. An Empusa." Noah explained. "Her powers were no match for her, so we were forced to flee."

"An Empusa." Sandra replied. "That must bring back bad memories for you."

"It does, but my focus has to be on Prue." Noah said. "She is taking it pretty bad."

"Is it the first time she lost an innocent?" Kevin asked.

"Yes." Noah replied.

"Losing an innocent is never easy, as we all know." Sandra said. "But it is an inevitable part of who we are. The battle against evil will never be without cost. It is a lesson we must all learn."

"I know." Noah said. "But now I need a way to vanquish the demon. Perhaps if all the cousins work together, they can…"

"No." Sandra interrupted him. "This is something Prue and her sisters must do on their own. This experience will make them stronger."

"But the Empusa is immune to Prue's powers." Noah argued.

"A witch is more than just her powers, Noah." Sandra said. "You know this. This is as much a learning experience for you. You must guide them in this battle."

"Wait, is this some kind of test?" Noah asked. "To earn back your trust?"

"This isn't about my trust, Noah." Sandra replied. "This is about trusting in yourself and your charges. I have faith that you will find the answer."

Sandra turned around and walked away. He had not expected this. Despite everything that had happened, he hoped that he could at least count on her help. Noah turned to Kevin, who had remained silent for the most part. He wondered if his old friend had something to say, if they even were still friends.

"How have you been?" Noah asked to break the silence.

"Good." Kevin replied. "Things have been quiet up here. Peaceful."

"Peaceful without me?" Noah asked.

"That's not what I meant." Kevin quickly said. "Don't twist my words around."

"Then tell me, Kevin, are we still friends?" Noah asked. "Because you have not spoken to me in years. I expected it from the others, but not for you."

"Things were delicate, Noah." Kevin replied. "A lot happened. Everyone needed time."

"People still look at me like a pariah around here." Noah said.

"Can you really blame them?" Kevin asked with a frown. "You nearly tore the Heavens apart."

"I made a lot of mistakes." Noah admitted. "But I'm trying to start over."

"I know." Kevin replied. "And you are doing good work with the Halliwells. But I think you should be careful."

"What do you mean?" Noah asked.

"I can see you're falling for Prue." Kevin said. "Don't go down the same path again, Noah. You know what happened last time."

"Don't bring her into this." Noah said angrily. "That was a long time ago. I moved on."

"I'm not trying to argue with you, Noah." Kevin replied. "I know I haven't been a good friend the last few years, but I do mean well."

"I know." Noah said. "I'm sorry."

"I have to get going." Kevin said. "And you need to support your charges. Listen to what Sandra said. The sisters have the power to stop this evil. Good luck, old friend."

Kevin placed a hand on his shoulder and nodded before leaving. Noah smiled at the gesture, knowing that their friendship was still there. It would take time to restore it, but at least there was hope. Now he needed to focus on the Empusa. He had to believe that Sandra was right. The sisters had the potential to stop this demon, but it was up to him to help them figure out how.

xxx

 _Many years ago,_

" _You cannot be serious!" Noah called out angrily as he approached the rest of the council, gathered around a large marble table._

" _Calm yourself, Noah." A female Elder said._

" _We took it to a vote." Another Elder added. "The majority decided."_

" _Then the majority of you are fools." Noah snapped at them. "The Charmed Ones are down there right now fighting the Ultimate Battle and we're abandoning them."_

 _Noah looked around the table. The council that had sworn to guide and protect was now hiding while others fought their battles. He turned to Sandra to plead for her help._

" _I voted to support the sisters." Sandra admitted. "As did Kevin. Sadly, only a few supported us."_

" _Why didn't you wait for me?" Noah asked._

" _I called the vote." Odin said calmly. "You could not have made a difference anyway."_

" _I still have the right to voice my opinion." Noah said._

" _We all know your opinion, Noah." The other female Elder said impatiently._

" _And we know about your resentment toward Odin." The male Elder said. "You should learn to respect those who outrank you."_

" _I thought we were all supposed to be equal in this council." Noah commented. "And respect is something that should be earned, not enforced."_

" _Enough." Another male Elder said. "Odin has been a wise and patient man. He understands the role we play in the Grand Design."_

" _You mean the role where you sit on your asses all day?" Noah remarked._

 _Several insulted Elders mumbled under their breath while Sandra silently shook her head, pleading Noah to stop. He had no intention of stopping. He was tired of a council that claimed to serve the greater good while doing nothing to help. Odin stood up and walked across the table._

" _Ever since Leo picked you to join the council, you have been trying to undermine our traditions and rules." Odin said._

" _Things could be different." Noah replied._

" _There is no need for change." Odin said. "The council only works as a collective. We were chosen to govern magic peacefully, not to be impulsive and reckless."_

" _But…" Noah started._

" _No, there is no more room for debate." Odin interrupted him. "You need to decide whether or not you want to be a part of this council."_

 _Odin waved his hand and Noah disappeared in a swirl of orbs. When he rematerialized, he felt a rush of cold as he landed in water. When he came to the surface, he saw he had landed in a small pond in the Golden Gate Park. A blue light appeared and someone held out a hand. Noah looked up and saw a beautiful young woman with red hair. He had seen her before in the Heavens._

" _Calliope." Noah said surprised._

" _You remember my name." the woman replied with a smile._

" _Of course." Noah said as she helped him out of the water. "I was there the moment you were reborn as a Whitelighter."_

" _I know." Calliope said. "I remember your face being the first I saw. I was scared and confused, but when I saw you, I knew I was safe."_

" _Really?" Noah asked._

" _I overheard what the Elders said." Calliope said. "You were right. We should be helping more."_

" _That's an unpopular opinion." Noah replied._

" _Among Elders maybe." Calliope said. "But not among Whitelighters. Many share your ideas, especially the younger ones. They want change."_

" _How do you know?" Noah asked._

" _We've been meeting in secret." Calliope explained. "You could come with me. Having an Elder on our side would inspire a lot of people."_

" _I don't know." Noah replied._

" _Please, just come and listen." Calliope pleaded. "It would mean a lot to me."_

 _The Whitelighter held out her hand. Noah hesitated. He was glad he wasn't alone and he wanted change, but it felt wrong to go behind the council's back and attend secret meetings. On the other hand, the council had made it clear that they weren't going to listen. He needed another approach, so he accepted her hand._

Xxx


	3. Chapter 3

Legacy 112: Noah's Arc

Part 3

Xxx

 _Many years ago,_

 _As the sun began to set, Noah and Calliope stood in a large clearing in the forest. One by one, Whitelighters orbed in until a group of at least thirty had gathered. More and more Whitelighters began to see that a change was needed. Getting them to act was another thing though. Most were scared to stand up, and it had taken years to even gather a crowd like this._

" _Thank you all for coming." Noah said. "We are all here for the same reason. We all want to make this world a better place."_

" _We need to stand up to the council." Calliope added. "We need to show them that we're willing to fight for change."_

" _With evil almost defeated, we finally have a chance to act." Noah said._

" _We can do more than sit back and watch as others risk their lives and innocents are lost." Calliope said. "But as long as we have a council with outdated ideals, we can never do more."_

 _Some of the Whitelighters in the crowd clapped, while most remained silent. Noah realized that while most of them had issues with the council, they were not ready to act yet. The council still had too much power over them._

" _Impressive speech. Very Norma Rae." A voice from the crowd said._

 _The crowd split apart and someone walked up to the front. Noah was surprised to suddenly see Paige Matthews standing in front of him._

" _Paige." Noah said happily. "I'm glad you're here."_

" _Well, you won't be in a minute." Paige replied as she turned to the crowd. "Alright people, show is over. Get out of here."_

 _Several Whitelighters quickly orbed away. More followed and soon all of them were gone, leaving only the three of them._

" _What is she doing?" Calliope whispered frustrated. "I thought you said she would be on our side."_

" _There are no sides here." Paige replied. "Or at least there shouldn't be."_

" _Paige, I don't get it." Noah said. "After everything you and your sisters went through, I thought you of all people would understand."_

" _I do understand, Noah." Paige replied. "But however flawed the council is, I believe their intentions are good."_

' _But Odin…" Calliope began._

" _Oh, Odin is an ass." Paige remarked. "But that's not the point. You said it yourself, evil is finally at its knees. We have peace. Do you really want to start trouble now?"_

" _The council is refusing to change." Noah said._

" _Yeah, because they are stubborn and old." Paige said. "But they have guided the magical community for centuries. They make mistakes, we all do, but that's no reason to start a rebellion."_

" _This isn't a rebellion, it's a revolution." Calliope said._

" _Same thing, honey." Paige said as she rolled her eyes. "Look, I've done the rebel thing. A few years ago I would have supported you in an instant, but things change. I've been a Whitelighter for a while now. I've seen the best and the worst of the council."_

" _What are you saying?" Noah asked._

" _I'm saying that you're being young and impatient, Noah." Paige explained. "I know you have the best intentions, but that doesn't mean you're right."_

" _You're here to tell us to stop?" Noah asked._

" _How do you even know about these meetings?" Calliope asked._

" _I told her." A voice said._

 _A column of orbs appeared and materialized in a Whitelighter with short black hair. Noah recognized him as Kyle Brody, an FBI agent who was turned into a Whitelighter after fighting the Avatars._

" _Hi Kyle." Paige said with a smile._

" _Hey Paige, how are the twins?" Kyle asked._

" _Finally sleeping through the night, but we can catch up later." Paige replied, before turning to the others. "Kyle has been to your meeting and he came to me because he was concerned."_

" _You betrayed us?" Calliope asked._

" _I did what I felt was best." Kyle replied. "I've seen what happens when people want force change. It's not pretty. I could have gone to the council, but that didn't feel right, so I went to Paige instead. She is right, the council is not perfect, but they do tremendous good."_

" _You know we're right, Noah." Paige added._

" _I need to think about this." Noah said hesitantly._

" _Noah." Calliope pleaded as she moved closer and took his hand in hers. "Please don't let them doubt yourself."_

" _I see." Paige remarked with a slight smile. "How long have you two been dating?"_

" _What? We're not." Calliope called out shocked._

" _Oh please." Paige replied. "It's obvious. Isn't that why you support him?"_

" _No, I believe in his ideas." Calliope said defensively. "Even if he has doubts himself."_

" _Calli, it's alright." Noah said. "Yes, we're together. At first we just shared the same dreams, but then it grew into something more."_

" _Isn't it against the rules for an Elder to date a Whitelighter?" Kyle asked._

" _It is, but my personal life doesn't concern the council." Noah said._

" _I agree." Paige said. "But isn't about the two of you. It's about what you're trying to do. I get that you want change, but this is not the way."_

" _What else can we do?" Calliope asked annoyed. "Sit and wait for things to get better?"_

" _Just think about what we said, Noah." Paige said, ignoring her question. "Don't let your personal feelings cloud your judgement. A rebellion always comes with a price."_

 _Paige and Kyle both disappeared in a swirl of orbs. Noah understood their point of view. There was no denying the council was a force of good. Maybe things weren't as bad as he thought. Was he really acting on behalf of the greater good? Or was it personal? Perhaps his personal frustrations with the council were clouding his judgement._

 _Noah felt Calliope put her arms around him. For the last couple of years, she had been there to support him. What started out as a friendship had grown into a relationship. At first he had tried to resist it, though he later realized the only reason he did was because of the council's stupid rules._

" _Don't listen to them." Calliope said._

" _They might be right." Noah replied. "Maybe I'm only doing this because I can't stand Odin."_

" _No, I don't believe that." Calliope said. "You want to make the world better. It was never about Odin, it was about the greater good."_

" _But are things really that bad?" Noah asked. "Do we really need to fight amongst ourselves while the world is at peace?"_

" _You're worried about what Paige said, about people getting hurt." Calliope concluded. "But aren't our ideals worth fighting for?"_

" _I'm not so sure anymore." Noah admitted. "Maybe we should just let go and be happy we found each other."_

 _Noah turned and looked at Calliope. She was hesitant and a little frustrated. She wanted to change things as much as he did, maybe even more so. But maybe they didn't need to change the world. Their dreams had brought them together, but their relationship had grown into something more. Noah kissed Calliope. He sensed her doubt and knew she was not ready to give up yet, though maybe their love would be enough._

Xxx

Present,

Early in the morning, Penny sat on the couch with a cup of coffee, going through tons of paperwork for the club. Although her mother had helped with the financial bit, there was still a lot do, like getting all the proper licenses. At this rate it would take weeks before she could open the new P3. Frustrated, Penny threw the papers of the table. She could not focus anyway. She kept thinking about what happened to Prue last night. Although she had no choice, Prue left an innocent behind. That kind of guilt was not easy to get over. Penny just hoped Noah would get back soon, so they could make that demon pay for what she did.

A column of orbs appeared in the middle of the room and Noah manifested. Penny got up and walked over to him.

"Any news?" Penny asked.

"Not as much as I hoped." Noah replied. "Where is Prue?"

"Still sleeping." Penny said. "So we'd better be quiet. It took hours for her to fall asleep, and I think she needs it right now."

"Got it." Noah replied. "And Payton?"

"She had to meet a friend." Penny said. "She wanted to stay, but I told her to go. There was nothing she could do here anyway. So what's the plan?"

"Well, that's what we need to figure out on our own." Noah replied.

"Excuse me?" Penny asked. "I thought you went to the Elders for help."

"I did." Noah explained. "They said you're supposed to figure it out on your own. They think it will make you stronger."

"Are you kidding me?" Penny said annoyed. "They are just too lazy to get off their fat asses. Fine, I'll call Wyatt and Chris and get them to help."

"The Elders want the three of you to work this out." Noah said.

"So we're just supposed to do this without any help?" Penny asked.

"You've got me." Noah replied.

"Look, with Prue's powers useless, we're going to need some firepower. Penny remarked. "And no offense, English, but you're not exactly big on the fighting."

"You have no idea." Noah mumbled.

"What?" Penny asked.

"Never mind." Noah replied. "Look, more power isn't always the solution. The Elders were confident that the three of you could vanquish this demon together. You need to trust in your bond as sisters and find a way."

"Alright, fine." Penny said. "But we're not waking up Prue just yet."

"What do you have in mind?" Noah asked.

"Well, even though we can't ask my cousins for help, we can still check the Book of Shadows." Penny explained. "It might be in the manor, but it's just as much ours."

"And if the book doesn't have an entry on the Empusa?" Noah asked.

"Then we'll check Magic School." Penny said. "Hopefully we'll find a potion or spell to vanquish this bitch before Prue wakes up."

"Sounds like a plan." Noah agreed.

"Alright, orb us over there." Penny said. "Guess I get to trade one type of paperwork for the other."

Noah nodded and placed a hand on Penny's shoulder. In a column of orbs, they disappeared from the apartment.

Xxx

Present,

In a local shopping mall, Payton was waiting for her friend Isaac. He had texted her this morning with some emergency he needed help with. She wanted to stay to help Prue, though Penny had told her to go, as there was nothing she could do. Even though Prue was going through something horrible, Payton could not stop thinking about Sean. She felt horrible for being so selfish, but she kept wondering what would had happened if Penny hadn't interrupted.

"Hey girlfriend." Isaac called out as he came walking up to her and hugged her.

"Hey, so what was the big emergency?" Payton asked. "Is something wrong?"

"Yes, I desperately need your help." Isaac said. "I have a date tonight and I have nothing to wear."

"Isaac." Payton replied annoyed. "Seriously, that's your emergency?"

"Well, yeah." Isaac said in a serious tone. "Do you know who my date is? It's that hot guy from the coffee place. The one who almost became a professional model."

"Isn't he kind-of arrogant and pretentious?" Payton asked.

"Exactly, which is why I need a new outfit." Isaac replied.

"Why would you want to go out with someone like that?" Payton asked.

"Is that a serious question?" Isaac replied with a frown. "Have you seen his abs?"

"You know, this is exactly why certain stereotypes exist." Payton remarked.

"Oh, who cares about that stuff?" Isaac replied with a shrug. "So can you help? I need someone with an honest opinion like you."

"Well, my sister might need me." Payton said. "Let me check."

Not wanting to waste her time shopping while her sisters were trying to stop a demon, Payton grabbed her phone and texted Penny. She quickly got a reply that she and Noah were doing research on the demon, and that it would take a while. Penny told her she would text her the moment they had something.

"Alright, looks like I'm all free." Payton replied. "Maybe it's good to get my mind off certain things."

After about an hour and a half of going from store to store, none of which had the perfect outfit Isaac was looking for, Payton and Isaac sat down at a coffee bar to get something to drink. Payton kept checking her phone to see if there was new from her sisters, but it remained silent. As she did, she was ignoring Isaac's rant about the stores not having any decent clothes.

"Hello? Earth to Payton." Isaac called out. "Are you even listening? Or is Sean more interesting?"

"What?" Payton asked confused.

"Sean." Isaac replied. "I assume he is the reason you keep checking your phone."

"No, was I hoping to hear from my sister." Payton said.

"Oh." Isaac replied. "So how is it going with your hot jock?"

"It's going fine." Payton said with some hesitation.

"That didn't sound very convincing." Isaac replied. "Something going on?"

"Well, it's a little awkward." Payton admitted.

"Oh come on, we're friends." Isaac said. "You can tell me anything."

"Alright." Payton replied with a deep breath. "You see, last night we were getting home from a date and I got the idea Sean wanted to… you know. And I got really nervous, as I didn't know I wanted to, and then my sister interrupted us."

"Wait, why where you nervous?" Isaac asked with a frown, and then his eyes widened as he realized why. "Oh my god, you're a virgin!"

"Could you keep it down?" Payton replied as she looked around embarrassed.

"So what's the big deal?" Isaac asked. "It's just sex."

"You sound like my sister." Payton said. "But I'm not sure I'm ready. I want the first time to be special."

"Payton, you know Sean isn't a virgin, right?" Isaac replied.

"That doesn't mean our first time together can't be special." Payton argued.

"Alright, I get it." Isaac said. "I think it's cool that you want to wait. Not a lot of people do that. I didn't, and my first time was a disaster. So maybe talk to Sean, explain how you feel."

"But what if he doesn't understand?" Payton asked. "Or doesn't want to wait?"

"Then he is a loser who doesn't deserve you." Isaac said.

"Thanks." Payton replied with a faint smile.

Feeling somewhat relieved, Payton finished her drink and the two of them continued shopping. Payton thought about what Isaac said and realized he was right. She needed to tell Sean how she felt. If he truly cared about her, he would understand that she wanted to wait.

xxx


	4. Chapter 4

Legacy 112: Noah's Arc

Part 4

Xxx

 _Many years ago,_

 _As the morning sun entered through the window, Noah woke up with a content smile. He rolled to his side and watched Calliope sleep beside him. Together, they had created a little sanctuary away from the council, a cloaked cottage in the mountains._

 _Things had been peaceful for a while now, ever since he had given up his ideas of a revolution. Instead of plotting against the council, he had focused on what made him happy, training new Whitelighters. He could still change things that way, to ensure the new generation would be better. Calliope had more difficulty letting go, though she had eventually realized the same. She had dedicated herself to her charges instead. When Noah heard Calliope waking up, he kissed her good morning._

" _I wish I could wake up like this every day." Calliope whispered._

" _Me too." Noah replied. "But we have to do with the time we got. If the council found out…"_

" _Why can't we tell them?" Calliope asked. "It has never affected our work."_

" _I don't really want to stir that pot." Noah said. "Can't we just enjoy what we have?"_

 _Noah wanted to kiss her, though Calliope turned and sat up. Noah rolled his eyes and dropped down on his pillow, knowing what was coming. Despite being content, Calliope had never truly given up her resentment toward the council. Every little thing could provoke an argument._

" _So once again, we bow down to the council." Calliope said annoyed as she got dressed._

" _Calli, can we please not do this now?" Noah asked._

" _You never want to talk about it anymore." Calliope replied as she turned to him. "You've rolled over and given up on everything we stood for."_

" _We're still making a difference." Noah argued._

" _Barely." Calliope said as she stormed out._

 _Noah sighed and got out of bed. He put on some clothes and followed Calliope outside. She was standing in the grass, overlooking the valley below. He walked up behind her and wrapped his hands around her waist, softly kissing her neck._

" _Don't try to make this go away with kisses." Calliope said. "It may have worked the first dozen times, but not anymore."_

" _Alright, then let's just talk about it." Noah replied._

" _I can't." Calliope said as she freed herself from his embrace. "I have to report to Odin. He has some kind of special assignment for me."_

" _What kind of assignment?" Noah asked._

" _I don't know." Calliope replied. "He asked for me specifically. He knows I can't stand him. Maybe he is doing it to mess with me. Or to keep an eye on me."_

" _Wait, do you think he knows about us?" Noah asked concerned._

" _I don't think so. We've been careful." Calliope replied._

" _Right." Noah said. "Maybe I'm overthinking this. You're a good Whitelighter and Odin knows it. He probably just has an important job."_

" _I should get going." Calliope said._

" _Maybe we can meet back here tonight? Talk about things?" Noah asked._

" _That sounds good." Calliope replied. "I'm sorry I reacted like this. You know how I get."_

" _I know. And I love you for it." Noah said._

" _I love you too." Calliope said with a smile. "See you tonight."_

 _Calliope kissed him before disappearing in a column of orbs. Noah went back to the cottage. A special assignment. Maybe Odin really was on to them and this was some kind of test? He could ask the other council members, but that would only draw suspicion to them. He just needed to trust that their secret was safe._

Xxx

Present,

Prue woke up with a horrible scream and sat up in her bed. Her sleep had been filled with guilt-ridden nightmares about the Empusa and the innocent man. She realized she was covered in sweat and her eyes were red and swollen from crying in her sleep. She got out of bed and headed to the bathroom, thinking a warm shower might help shake this horrible feeling. It didn't help, things could never be that easy. After getting dressed, Prue headed to the kitchen, but her stomach was too upset to eat or drink. She wondered where her sisters were. When she grabbed her phone, her hand was trembling.

"Come on, Prue. Pull yourself together." She whispered to herself.

Prue put the phone down and started pacing around. She needed to find a way to stop the demon. Maybe then she would finally get some peace of mind. But what if she was not strong enough? What if more people got killed because of her? She obviously wasn't strong enough. How could she ever trust herself to protect an innocent again? She wanted to crawl back in bed to hide from the rest of the world, but a column of orbs appeared, materializing into Noah and Penny.

"You're up." Penny said surprised when they saw her.

"Only a little while." Prue replied.

"How are you feeling?" Noah asked. "Did you sleep okay?"

"I slept a little, but I still feel exhausted." Prue admitted. "I can't get my mind to stop thinking about it. I left an innocent to die."

"Prue, you didn't." Penny replied. "You had no choice. You were powerless against her. If you had stayed, you would have died as well."

"And that makes it okay?" Prue asked.

"No, losing an innocent should never be okay." Noah said. "But we made the decision to leave, so we could regroup and find a way to stop the Empusa."

"How am I supposed to accept that?" Prue asked angrily. "Aren't we supposed to protect the innocent? Isn't that our destiny?"

"Prue, the hardest part of your destiny is to accept that you cannot save everyone." Noah replied. "Not even your mother and aunts were invincible. They lost people too."

"I just don't understand why." Prue said.

"Everything happens for a reason." Noah said. "Maybe you weren't meant to save this innocent. Perhaps his death was meant to help you fight the Empusa. To make sure she could not hurt anyone else."

"How?" Prue asked. "I'm powerless against her. I can't do it."

"That's why you have us." Penny said. "You don't have to do this on your own. Noah and I found a spell and potion to vanquish the demon at Magic School."

"You're not alone, Prue." Noah added. "Trust in your bond as sisters, stand up against the Empusa and maybe then you can forgive and trust yourself again."

"Don't let the demon win." Penny said. "If we don't stop her, that innocent will have died for nothing."

"Alright." Prue said, though the tremble in her voice revealed that she was still scared. She clenched her fists and tried to shake it off. "You're right. I owe it to that innocent to stop the demon. I cannot give up. Show me the spell."

"Here." Penny said as she handed over a piece of paper. "I'll go gather the potion ingredients and call Payton. We're going to need her."

Xxx

When Payton got the text from Penny, she rushed home to help her sisters. As she arrived, she saw they were brewing the vanquishing potion in the kitchen. As she headed over to help, her phone buzzed in her pocket. She grabbed it and saw Sean had texted her. His parents were out tomorrow night and he asked her to hang out there so they could be alone. Did that mean what she thought it meant? Payton hesitated to reply and was startled when Noah suddenly appeared in front of her.

"Hey, you made it." Noah said.

"Yeah." Payton replied as she quickly put away the phone. "How are things?"

"We have the potion and spell." Noah said. "The three of you casting it should be enough."

"Good, good." Payton replied distantly.

"Are you okay?" Noah asked. "You seem a bit distracted."

"I'm fine." Payton said. "Just a lot on my mind."

"Payton, I'm your Whitelighter too, remember?" Noah said. "You can always talk to me if something is bothering you."

"Oh, you can't help me with this." Payton replied awkwardly.

"Payton, good, you're here." Penny said she and Prue entered the living room. "The potion is almost ready. All we need to do now is find the demon."

"How are we going to do that?" Payton asked.

"We were hoping you could help with that." Prue replied. "We need a premonition."

"How? I need something to focus on and we have nothing." Payton noted.

"Then focus on me." Prue said. "I faced the demon and she absorbed my psychic blast. Hopefully that means I'm still connected to her."

"Will that even work?" Penny asked with a frown.

"It might." Noah reasoned. "The Empusa absorbed Prue's power, which means she absorbed her emotions. If those emotions still linger inside of her, they might be connected."

"Okay, give me your hands." Payton said as she held out her hands.

Prue nodded and placed her hands in hers. Payton closed her eyes. She tried to picture the demon in her mind and focused on the pain and guilt Prue felt. She wanted to help her sister beat the demon before anyone else fell victim. Suddenly she was sucked into a premonition. _She saw a dark nightclub, people dancing and loud music. The name of the club flashed before her. The demon was moving through the crowd like a predator. Her eyes lingered on a young couple kissing in the corner. Such sweet young love, she wanted to devour it whole._ Payton gasped as the premonition ended.

"She's a monster." Payton said as she sat down. "I could feel her picking her next target. A young couple. She will kill them for the pleasure."

"Where?" Prue asked.

"A nightclub." Payton replied. "Nebula."

"That's the same club I encountered her." Prue said.

"Must be her favorite hunting ground." Penny added.

"We have to hurry." Payton said. "She is there now."

"I'll orb us." Noah said.

The sisters grabbed the spell and potion and gathered around Noah. He placed a hand on Prue's shoulder and they all disappeared in a column of orbs.

Xxx

After orbing to an alley behind the club, Prue and the others headed inside to find the demon. The bouncer gave them trouble because Payton was underage, though Penny quickly resolved the problem with a little hypnosis. As they entered the club, Prue looked around for the demon. According to Payton, she was targeting a young couple, but the club was too crowded to see anything.

"Oh, I love this color scheme." Penny said as she looked around. "And those longue seats would be perfect for P3."

"Penny." Payton remarked.

"Right, demon business first." Penny noted. "I can take pictures later."

"We're never going to find them." Prue said desperately, ignoring her sisters.

"You don't need your eyes to find the demon, Prue." Noah assured her as he took her hand. "You're an empath. Use your power to track her down."

"I don't think I can." Prue replied. "It's too crowded. Too many emotions."

"Focus on the negative." Noah said. "Remember what Payton said. The Empusa is a predator. She is on the hunt."

"Unfortunately, that goes for most creeps here." Penny remarked.

"Quiet." Prue snapped at her. "I have to be able to do this. I can't let anyone else die."

Prue closed her eyes and tapped into her powers. She imagined her empathic power expanding through the club like a wave. She could feel everything. It was almost too much to handle. Her wave suddenly crashed into something. A shadow was moving through the club. The shadow was stalking a young couple as they slipped away up the stairs for privacy. Suddenly the Empusa stopped and turned to her. Even across the club, it was clear she had sensed her presence. Prue opened her eyes and saw the Empusa smile at her before disappearing up the stairs.

"Not again." Prue said determined as she ran after her.

xxx

 _Many years ago,_

 _After spending the day training new Whitelighters, Noah returned to the cottage and started preparing dinner. He needed to find a way for Calliope to let it go and be happy. He had hoped their relationship would be enough, but he realized it wasn't, not as long as they were hiding. That's why he decided to tell the council. He would make them accept their relationship._

 _At that moment, the cottage door burst open and Calliope stumbled in. She was in pain, clutching her side. Noah ran to her and caught her before she fell. She had a wound in her side and was bleeding badly. A fragment of an arrow was sticking out. Noah tried to reach for it._

" _Don't!" Calliope called out as she grabbed his arm. "It's poisoned."_

" _What happened?" Noah asked in a panic._

" _Darklighter. Ambush." Calliope said breathing heavily. "I went to the place Odin sent me, but there was nothing there. It was a trap."_

" _Don't talk. Just wait, I can heal you." Noah replied as he held his hand over her wound. However, nothing seemed to be happening. "No, I don't understand. Why isn't it working?"_

" _It's too late." Calliope said. "It's tracker poison. It has spread too far."_

" _No, no, no." Noah cried out. "We can still fix this."_

" _We can't." Calliope replied as she grabbed his hand. "Listen to me. There was nothing there. Odin sent me into a… trap."_

" _What?" Noah asked shocked. "That's impossible."_

" _He found out about us." Calliope replied. "He tried to get rid of me."_

" _No, there has to be another explanation." Noah said. "This has to be a mistake."_

" _It's not." Calliope said. "This what the council does. They want to keep us under their control. You can't let them, Noah. You have to stop them."_

" _How?" Noah asked._

" _I found a way." Calliope said. "I was going to tell you tonight. In the heavenly vault, there is an artifact. It can help make our dream come true. Use it to end the council."_

" _I don't care about our dream. I only care about you, Calli." Noah said._

" _Then do it for me." Calliope said._

 _Calliope placed her hand on Noah's face and kissed him. As their lips touched, Noah could feel her life slipping away. She became silent and her hand dropped to the floor. As he cried over her body, it dissolved into millions of orbs and faded away. Noah cried as he sat on the floor. This could not be happening. It couldn't be true. Or could it?_

 _Noah slammed his fist on the floor. He remembered how Odin had schemed to keep Leo in the council. Calliope was a threat to him, because of her ideas and their relationship. If the threat was great enough, Odin was capable of anything. The council was corrupt, and it was up to him to stop them. Not just to avenge Calliope, but for the greater good._

xxx


	5. Chapter 5

Legacy 112: Noah's Arc

Part 5

Xxx

Present,

As a predator looking for her next meal, the Empusa stood at the bar and overlooked the nightclub. She was thirsting for something, young love or heartbreak. Each emotion had its own delicious flavor. She was soon drawn to a young couple on the dancefloor. The sexual tension between them was calling to her like an addictive drug. They were perfect. When they left the dancefloor to find a private place, she followed them in silence.

"You're mine now." The Empusa whispered as the couple went up some stairs.

As the Empusa made her way through the crowd, she suddenly sensed another presence in the club. The sickly sweet power of an empath filled the room. The Empusa turned around and saw the witch from before. She admired her guts for showing up again, considering her powers were worthless against a demon like her. If the witch wanted to go for round two, she was more than welcome to join the party. She smiled at her before heading up the stairs.

When the Empusa reached the top of the stairs, she saw he couple sneak into a storage room. When she entered the room behind them, the couple was making out against a wall. The girl was tugging at the guy's clothes while he was greedily grabbing her ass. Both were overflowing with lust and a little guilt. She guessed both of them were cheating on someone.

"Look who's being naughty?" The Empusa remarked.

When the girl noticed her, she pushed the guy off her and pulled down her skirt. "Who the hell are you?" She asked angrily.

"Hey, babe." The guy said arrogantly. "Enjoy the show? Always room for one more."

"Are you kidding me?" The girl called out as she shoved him.

"Temping as the offer is, babe, I have something better in mind." The Empusa replied.

The Empusa shot forward in a blur of speed and pushed the guy to the ground. The girl screamed and tried to run away, though the Empusa appeared before her in a blur and conjured a ring of purple energy around her neck. The girl's eyed widened in shock and she froze.

"Move and my ring will cut your pretty little head off." The Empusa said.

"What the hell are you?!" The guy called out as he crawled back.

"Hungry." The Empusa replied.

Using her speed, the Empusa charged at the guy and pinned him against the wall. She used energy rings to bind his hands above his head and smelled his neck. She placed her hand around his throat and started absorbing his delicious emotions.

"Get away from them." A voice called out.

The Empusa rolled her eyes as she turned to the witch that followed her. She was not alone. She was with another witch, obviously her sister, and the hot Whitelighter that had saved her during their first encounter.

"Haven't you learned your lesson?" the Empusa asked. "Your powers can't harm me."

"Careful, Prue." The Whitelighter warned her.

"I didn't just bring my powers." Prue replied as she held up a potion. "Let the innocents go. You've already hurt enough people."

"Still upset about that hottie in the suit?" The Empusa asked.

"He was still an innocent. Just like them." Prue said.

"You can't do anything as long as I have these rings around them." The Empusa said. "Move and I'll kill them."

"I don't need to move." Prue said.

The witch looked at something behind her and the Empusa turned around. There was a glass bottle floating in the air. Before she could move, the bottle hit her in the head and knocked her down. She lost focus and the energy rings around her prey disappeared. The Whitelighter ran to the couple and quickly orbed them away.

"What the hell?" The Empusa called out.

At that moment, the air rippled behind her and a third witch appeared. Another sister with the power of invisibility. The others were simply a distraction. The Empusa leaped to her feet and tried to attack with energy blades, though the witch became invisible again. When she turned around, the second sister ran at her and levitated, kicking her in the face. The Empusa was kicked back several feet and crashed through a stack of old chairs.

"Quick, the spell." Prue said.

The invisible witch appeared again and the three witches gathered as the eldest grabbed a piece of paper. They held hands and started casting the spell.

" _Vixen who feeds on love and pain,_

 _We witches three shall end your reign."_

As they finished casting the spell, Prue raised her hand and threw the potion. The Empusa knew that if it hit, her life would be over. Luckily, she was faster than these witches could image. Using her incredible speed, she threw a blade of energy and struck the potion mid-air. An explosion followed that threw both the Empusa and the witches off their feet.

xxx

 _Many years ago,_

 _Covered in a white and golden robe, Noah orbed into the Heavens determined to fulfill Calliope's last wish. He had been fooling himself for years, the council would never change. Not as long Odin and those like him ruled. If he wanted things to be different, he would have to force the matter. Odin and the others needed to be dealt with before any change could occur._

 _As he walked through the Heavens, Noah saw the golden doors of the vault appear before him. It was where the most ancient and powerful artifacts were kept, such as the essence of the Gods and all of their creations. Calliope was sure one of those artifacts could help him. Noah walked up to the vault doors, where a Whitelighter stood watch._

" _Elder." The Whitelighter said as he took a bow. "How may I help you?"_

" _You can get out of my way." Noah replied._

 _Noah raised his hand and struck the Whitelighter with a bolt of lightning, knocking him unconscious. He then stepped forward and opened the vault doors. As he stepped inside, he saw the countless ancient and powerful artifacts that had been gathered over the centuries. He stopped when he recognized the artifact Calliope had meant. On a white pillar stood a simple golden apple. The Apple of Discord, created by the goddess Eris to spark dispute and strife among those it affected. It was perfect for what he needed to do._

" _Perfect." Noah said._

" _Noah, what are you doing?" A voice sounded and Noah turned around to see Kyle Brody standing behind him._

" _What I should have done years ago." Noah said as he grabbed the apple._

" _Did you attack that Whitelighter?" Kyle asked. "What has gotten into you?"_

" _The council has gone too far, Kyle." Noah said. "They are corrupt and they need to be stopped."_

" _I thought you had given up this ridiculous idea." Kyle replied. "What happened?"_

" _Calli is dead." Noah said. "Odin is responsible."_

" _Oh God. Noah, I'm so sorry about Calliope, but this…" Kyle said._

" _Stop." Noah said. A golden wave of energy was released from the apple, engulfing Kyle. "You know I'm right. The council is corrupt. They need to be replaced."_

" _The council needs to go." Kyle said determined as the apple affected his mind. "You're right. I've denied it for years, but things need to change."_

" _Then come." Noah said. "We have to gather the others."_

 _Noah headed out of the vault, following by Kyle. As he made his way through the Heavens, he used the power of the apple to influence everyone he came across. He had soon gathered an army of Whitelighters to stand against the council. As they headed toward the council, Noah swore to himself that Odin would pay._

Xxx

Present,

Prue heard a buzzing in her ears as she crawled up from the floor and looked around for her sisters. The explosion had knocked them all off their feet. Penny was lying beside her and Payton a bit further back, both unconscious. Prue reached out and tried to wake Penny, though it didn't work. The blast knocked them both out. Prue sat up and looked around for the Empusa. Has she been vanquished by the blast or was she still alive?

A groan of pain from the other side of the room answered her question. The Empusa slowly rose to her feet and tried to stand. Her side had been impaled with a metal rod, which she pulled out with a little discomfort. Prue started to panic. The potion and spell were the only way to vanquish the demon, meaning she was powerless against her once more.

"That hurt." The Empusa said as she tossed the rod away. "Looks like your little plan failed."

The Empusa stepped forward and created an energy blade in her hand. Prue slowly rose to her feet and tried to stop trembling. She was scared, she was powerless, but she needed to protect her sisters, at least long enough for Noah to get them to safety. She softly whispered his name.

"I can tell you're scared." The Empusa taunted her. "You should be. I'm going to make you watch as I kill your sisters. Then I'm going to take your pain before I finally take your life."

"I won't let you touch them." Prue replied.

Prue focused her emotions and sent a blast of psionic energy at the Empusa. The demon smiled and held out her hand. As she absorbed the blast, the wound on her side healed. She then flung an energy blade that pierces Prue's upper arm. She cried out in pain as she fell to her knees.

"Stupid witch." The Empusa replied. "There is nothing you can do to defeat me. I can absorb everything you throw at me."

The Empusa formed another blade and walked toward Prue. It was all over now, there was nothing more she could do. At that moment, Noah appeared in a swirl of orbs and ran at the Empusa. He tackled her and they rolled over the floor. Noah got up and ran to Prue.

"We have to get out of here." Noah said.

"First get my sisters." Prue replied.

Noah nodded and ran over to Penny and Payton to orb them away. Before he could reach them, the Empusa rose to her feet and held out her hand. A ring of purple energy appeared around Noah's neck, stopping him in his tracks. The Empusa forced him to turn around and face her.

"You're brave, risking your life to save your charges." The Empusa said. "You must care a great deal. Let's have a taste."

The Empusa shot forward in a blur of speed and placed her hands on his face. She leaned forward and kissed him to absorb his emotions. After a moment, she backed away and laughed.

"That was a rush." The Empusa said. "You have so much repressed emotions. So much anger and regret in your past. But she makes it better, doesn't she? I can taste your love for her."

"Get away from him." Prue said.

"And you love him." The Empusa replied. "That makes all of this even better. Nothing tastes better than heartbreak. I shall take everything you love away from you before I kill you."

The Empusa turned to Noah and continued absorbing his emotions. Prue screamed, desperate to find a way to stop her. She could not sit there powerless as the demon killed the man she loved. She just needed a way, but it seemed hopeless. She was going to lose everything because the demon was stronger than her. She started crying, knowing it was hopeless.

"Prue." Noah pleaded desperately.

Prue heard him and realized she couldn't give up. She needed to be stronger than this. People were depending on her. The people she loved and the innocents she was meant to protect. She needed to believe that her desire to protect them was stronger than her fear. Stronger than the demon. When she accepted that truth, she suddenly got an idea.

The Empusa fed on emotions, but as a demon, she could never truly process them. If emotions were only a source of energy to her, she could get full. If she reached a point where she could not handle them anymore, she would overload. Prue knew her emotions alone would not be enough. She needed to do something she had never done before. Not even her mother had ever done it, but her namesake had.

"Let go of him." Prue said confidently as she stood up.

"Finally grew a backbone?" The Empusa asked amused. "It won't matter."

"Yes it will." Prue replied. "You want emotions, I'll give you what you want."

Prue fired a blast of psionic energy at the Empusa. The demon let go of Noah and absorbed the blast with both her hands. Prue knew this was it. She reached out with her empathy, further than she had ever done before. She became aware of the emotions of everyone in the vicinity, the people in the club downstairs and on the streets. She had never felt power like this. She channeled all those emotions and poured them into her blast. The Empusa screamed as the blast became too much for her and was thrown back.

"What the hell?" The Empusa asked as she crawled up. "So much emotion. I can't… It hurts."

"You may feed on our emotions, but you will never understand them." Prue said.

The Empusa screamed as threw several blades of energy. Prue channeled her power, stopping the blades in mid-air. She then threw them back at the demon, who barely managed to avoid them. Prue waved her hand and the ring around Noah's neck disappeared.

"Prue, you're amazing." Noah said.

"It's not over yet." Prue replied. "It's still not enough. I need to channel even more."

Prue closed her eyes and reached out ever further with her empathy. Soon she started feeling the emotions of everyone in the city. The crushing weight was almost overwhelming, but she needed to hold on. She would not let this demon hurt anyone else.

"I won't lose to you!" The Empusa screamed.

The Empusa threw several more blades, though Prue waved her hand and they faded away. The Empusa formed two blades in her hands and shot forward in a blur of speed. Prue matched her speed to avoid her and threw her across the room.

"You wanted to taste pain?" Prue noted with a smile. "Have some."

Prue focused all the emotions she had gathered into a final blast of energy. The Empusa tried to block it, trying desperately to withstand its raw power, and fell to her knees. Prue kept going and forced the demon to absorb everything she threw at her. All the emotions in the city, both negative and positive, flowed through her. Eventually, the Empusa reached her limit and screamed as she exploded in a rippling wave of energy.

Prue was thrown back and landed in the arms of Noah. As the emotions left her body, she felt weak. She smiled at Noah, who softly kissed her. She then gave in to the exhaustion and passed out.

xxx


	6. Chapter 6

Legacy 112: Noah's Arc

Part 6

Xxx

 _Many years ago,_

 _The Heavens were in chaos. Whitelighter was fighting Whitelighter and friend was fighting friend. Noah stood in the middle of the battle holding the Apple of Discord. He had inspired many to follow his lead, but the apple could not affect the mind of everyone. An opposing Whitelighter charged at him, though Noah quickly knocked him out with a bolt of lightning. He hated that this was necessary, but it needed to be done. The council had hidden themselves in the higher regions of the Heavens, so they needed to be forced out._

" _This battle can't go on forever." Kyle said as he was fighting next to Noah._

" _It won't." Noah replied. "It will end as soon as those cowards show themselves."_

" _What will happen after this?" Kyle asked._

" _We will form a new council." Noah said determined. "We will make sure things will be better. Everyone will be free, to help those they want… to love those they want."_

" _Enough!" A bouldering voice echoed through the Heavens._

 _Lightning struck down in the middle of the battle field and the council appeared in columns of orbs. Odin was leading them, while Sandra and Kevin stood behind him. The appearance of the Elders caused the fighting to stop, as everyone turned their attention to them. Noah stepped forward and faced the killer of the woman he loved._

" _Have you lost your mind?" Odin asked. "How dare you violate our most sacred rules?"_

" _We've had enough of your rules, Odin." Noah said._

" _We?" Odin snapped at him. "I only see a madman using a dangerous artifact to control the minds of those around him."_

" _The apple doesn't control, only inspire." Noah replied. "These feelings were already there, buried under the fear of your rule."_

" _Noah, how could you do this?" Sandra asked as she stepped forward and looked around with a horrified expression. "This much violence?"_

" _I wish there was another way, Sandra." Noah replied._

" _This isn't you, Noah." Kevin said. "You're a good person."_

" _Sometimes good people have to do horrible things." Noah replied saddened. "Not just for the greater good, but to get justice as well."_

" _What happened to you?" Sandra asked._

" _Ask him." Noah said as he turned his gaze to Odin. "He started all of this when he killed her."_

" _What are you talking about?" Odin asked._

" _Calliope is dead." Noah said as the apple trembled in his hand. "Your trap worked."_

" _What does he mean, Odin?" Sandra asked._

" _This is nonsense." Odin said. "He has clearly lost his mind. The apple is affecting him as much as the others."_

" _No, you found out about us." Noah replied angrily. "You knew how much she meant to me, so you sent her on an assignment knowing that it would get her killed. You sent her to her death."_

" _I did no such thing." Odin argued. "I sent her on a routine assignment to guide a future Whitelighter. I had no idea she would be in danger."_

" _You killed her." Noah said determined._

" _You were in love with her." Sandra concluded when she saw the pain Noah was in._

" _Noah, I'm so sorry." Kevin added. "But I don't think Odin would have done this on purpose."_

" _Don't defend him." Noah said as he held out the apple. "I know you feel the same way about the council as I do. Just admit it."_

 _A golden wave of energy was released from the apple and it engulfed the council. When it faded, Kevin turned to Odin and struck him with a bolt of lightning. Sandra and the other Elders quickly stepped back. Kevin turned around and joined Noah at his side._

" _The council is flawed." Kevin said. "I was just afraid to admit it. Whether or not Odin was responsible for Calli's death, things need to change."_

" _Anyone else who wants to join us should step forward now." Noah added._

 _The Heavens fell silent as everyone chose a side. Most of the Elders remained with Odin and helped him up. They were supported by a few Whitelighters, while most stood with Noah. Soon two camps had formed, with only Sandra still standing in the middle._

" _Sandra, join us." Noah said. "I know you understand our side."_

" _I will not choose." Sandra said. "I swore to serve the greater good. I will not be forced either way."_

" _This act of treason is unforgiveable, boy." Odin said as he stepped forward. "You will pay for this. As for everyone else, I'm giving all of you a chance to stand down now. I know the apple is affecting you, so the council will overlook your actions."_

" _You no longer have authority here, Odin." Noah said._

" _You insolent brat." Odin snapped at him._

 _Odin raised his hand and fired a bolt of lightning. Noah quickly reacted and did the same. Before the bolts could interact, Sandra screamed and jumped in the middle. She was stuck by both bolts and was thrown back. Noah's eyes widened and he nearly dropped the apple. He had never intended to harm his friend. Why did she get in the way? As Noah stood frozen, Kevin quickly ran over and began healing Sandra._

" _See what you have done?" Odin asked. "This is the price of your little rebellion."_

" _No, this is your fault." Noah replied as he tightened his grip on the apple. "You started all of this long ago. When you let your power corrupt you and the entire council."_

 _The Apple of Discord began to glow. Noah could hear Calliope's voice calling to him, telling him to keep fighting. Odin needed to pay for his crimes. He fired a bolt of lightning and struck Odin in the chest. As Odin was being electrocuted, Noah stepped closer with an almost manic look in his eyes. The apple was telling him to keep going, to kill Odin._

 _Suddenly the apple disappeared from his hand in a swirl of orbs. Noah stopped and turned around. Behind him stood the two people he least expected. Paige and Leo._

" _This has gone far enough." Paige said as the apple appeared in her hand._

 _Paige held up the apple and a golden wave of energy spread across the Heavens, reversing what had been done. When the wave cleared, everyone came to their senses. Paige then waved her hand over the apple and it disappeared in a swirl of orbs. When the realization sunk in, Noah fell to his knees in horror._

" _What have I done?" Noah asked himself._

" _Good question." Paige said._

" _Sandra." Noah called out. "Is she…?"_

" _I'm alright, Noah." Sandra said as she walked over supported by Kevin._

" _Looks like everyone will be fine with a little healing, thank the Heavens." Leo said._

" _Leo, Paige, what are you doing here?" Noah asked._

" _I called them when I sensed the apple being activated." Sandra said. "I figured they would be able to talk you down if we couldn't."_

" _I can't believe what I did." Noah said._

" _You were overwhelmed with grief." Leo explained. "Your pain drove you to it, and the apple only amplified those feelings. You were influenced by it like everyone else."_

" _Still, I made the decision." Noah replied. "I almost did something horrible. I was ready to kill Odin."_

" _Luckily, you didn't succeed." Odin noted as he stepped forward. "But the crime remains, and you must be punished for it."_

" _Just tell me the truth first, Odin." Noah replied. "Did you sent Calliope to her death? Did you know about us?"_

" _I suspected." Odin said. "But no, I did not sent her to her death."_

" _I can confirm that." Sandra added. "I was with Odin when he assigned her this task. There was no reason to suspect a Tracker was after this future Whitelighter."_

" _So it was just a horrible accident." Paige said._

" _That doesn't make it any better." Kevin noted._

" _No, it doesn't." Noah admitted tearfully. "But thank you for answering."_

" _So what happens now?" Kyle asked._

" _The council will render judgement on Noah." Odin replied. "Whatever circumstances, our most sacred rules were broken. He committed a serious crime by starting this riot and nearly killing two members of the council. I propose we recycle him."_

" _Recycle?" Kevin asked shocked. "Forced reincarnation?"_

" _What do you think, Leo?" Sandra asked. "He was your charge, after all."_

" _I think Noah realizes his mistakes." Leo replied. "I trust that he has a good heart, and that his intentions were pure. His grief and pain drove him to do something unthinkable, but I have some experience on that front. Noah will have to live with what he has done. I think that is punishment enough."_

" _He shouldn't pay with his life." Paige added._

" _What?" Odin asked angrily. "He tried to kill me. He nearly killed you, Sandra. He doesn't deserve to remain on this council."_

" _I agree with all of you." Sandra said. "Noah has committed a crime that cannot be ignored, but his life doesn't need to end. Nor does he deserve to remain on the council. He will be stripped of his rank and start anew as a Whitelighter. That way, he shall be given a chance to redeem himself. Are we in agreement?"_

 _The other members of the council, including Kevin, nodded._

" _I have one condition." Odin said. "Jail time. I want him locked up until we can find a worthy task for him. Only then shall he be granted a chance to prove himself."_

" _Odin, is that really necessary?" Kevin asked._

" _Just do it." Noah said as he stood up. "I have to pay for what I've done."_

 _Odin nodded and waved his hand. Noah was surrounded in a soft glow as his Elder rank was stripped. He felt like he deserved much worse. He had been blinded by his grief and anger. He had made a horrible mistake and people had gotten hurt. He didn't see how he could ever redeem himself._

" _Don't worry, Noah." Leo said. "I still believe what I said to you all those years ago."_

" _Thank you, Leo." Noah replied._

 _Odin snapped his fingers and two Whitelighter came to take Noah away. He did not resist. He needed time to think and to mourn Calliope. Odin was not responsible for her death. He needed to accept that and learn how to go from here. He would have plenty of time to figure out how._

Xxx

Present,

When Prue woke up, she found herself lying in her own bed. The fight against the Empusa had taken all her energy and she still felt tired, despite sleeping for hours. She had tapped into power she had never experienced before, she had no idea she was even capable of it until it was needed. Although she could not get her innocent back, she had stood up to the demon and saved many more lives, including Noah and her sisters. That was worth something. Prue looked to her side and saw Noah sleeping in the chair next to her bed. He had probably fallen asleep watching over her. He looked so cute and peaceful that it was a shame to wake him.

"He has been there all night." A whispering voice said.

Prue turned and saw Penny standing in the door opening. She quietly walked over and sat down on the bed.

"Are you and Payton alright?" Prue asked.

"Of course, it takes more than a little bump on the head to take down a Halliwell." Penny replied. "Noah healed us and then he orbed us all home. You've been asleep for almost fourteen hours."

"And he's been here the entire time?" Prue asked.

"He wouldn't leave, he was too worried with all that power you channeled." Penny replied. "Feeling the emotions of an entire city? How can you even handle that? I can barely handle my own at times."

"I had no choice, the Empusa was threatening to kill you." Prue said. "But I'm not planning on doing it again any time soon."

"Too much pain out there?" Penny asked.

"Too much of everything." Prue replied. "There are people out there with some very weird stuff going on."

"Telepath, remember?" Penny said. "You don't need to tell me."

Both sisters laughed, though they quickly stopped when Noah stirred in his sleep and began to wake up. Penny quickly excused herself and closed the door as she left. Noah sat up and yawned as he looked at Prue.

"Oh, you're awake." He said surprised. "How do you feel?"

"I'm fine, really." Prue replied. "You didn't need to stay over to keep an eye on me."

"I just wanted to make sure." Noah said. "Channeling that much emotion takes a very strong mind, but I knew you could handle it. You are one of the strongest people I know. You might even be the strongest of your family."

"If I'm that powerful, then why did you stay?" Prue asked.

"I guess… Because I wanted to." Noah admitted a little flustered. "I mean, you know how I feel about you. You're not just another charge."

"And you're not just my Whitelighter." Prue replied with a smile.

"I'm serious, Prue." Noah said determined. "For the longest time, I thought I could never feel this way about anyone ever again. After Calliope."

"I know." Prue replied.

"It means a lot to me that I could tell you about my past and that you didn't judge me for it." Noah said. "You accept me for who I am."

"I've never lost the love of my life, so how could I possibly judge you?" Prue replied. "You've been through so much."

"And now I finally feel I can move on." Noah said. "Part of me will always love Calli, but I feel like I have been given a second chance with you, and that makes me a very lucky man."

Noah moved over to the bed and sat down on the edge. He leaned in and moved a stray lock of hair behind her ear. He leaned in closer and their lips touched, a sweet and gentle kiss. She could tell they both wanted more, but she was still tired and he was being careful because of that. She pulled back and moved her lips closer to his ear.

"Just so you know, next time you stay over, you don't need to sleep in the chair." She whispered with a smile.

Xxx

Author's Note:

Just one more small chapter to follow.


	7. Chapter 7

Legacy 112: Noah's Arc

Part 7

Xxx

Present,

After parking her car in front of Sean's house, Payton took a deep breath and headed to the front door. She felt nervous as she rang the doorbell. She needed to tell Sean the truth, that she was not ready to take things to the next step. She was worried how he was going to react. She knew he had been with other girls before and he might not want to wait. However, she felt that her first time needed to be special, and she wasn't ready yet. The door opened and Sean appeared.

"Hi." Payton said.

"Hey, I wasn't expecting you." Sean said as he stepped out and closed the door behind him. "You didn't respond to my text yesterday."

"Sorry, I had family things going on." Payton replied.

"I get it." Sean said. "So what's up?"

"I was hoping we could talk about something." Payton said. "It's sort-of private."

"My parents and brother are in right now watching a game, but we can sit on the porch." Sean replied. "They won't hear a thing."

Payton nodded and they sat down on the steps of the porch. She was unsure how to start. Penny and Isaac were both so casual about sex, but it was still something she had trouble with discussing.

"What did you want to talk about?" Sean asked.

"Well, it's…" Payton replied nervously. "We've been dating for a while now. And I really like you."

"I really like you too, Payton." Sean said. "Were you worried about that?"

"No, it's not about that." Payton replied. "It's just, after our last date, when we were kissing and Penny interrupted us… What would have happened if she didn't?"

"What do you mean?" Sean asked confused.

"I mean… I'm talking about sex." Payton said embarrassed.

"Oh. I see." Sean replied. "What about it?"

"I wasn't sure if you wanted to." Payton said. "I know you've been with other girls. But I've… never done it. I just need to know where you stand."

"Honestly, I wanted to. I thought that was where we were heading." Sean replied.

"I don't think I'm ready for it yet." Payton admitted. "At least not yet. Is that a problem?"

"What? No of course not." Sean replied surprised. "Why would you think that? Was I pressuring you? Because that was never my intention."

"No, you weren't pressuring me." Payton quickly said. "But I could tell that you wanted to, and I wasn't sure if I could say no. Everyone thinks it's something casual, but it's not for me. I want it to be special. Maybe that makes me naive or something."

"Payton, listen." Sean said as he grabbed her hand. "I would never try to force you to do anything you're not ready for. And you're not naive. It's actually pretty cute."

"So you're not mad?" Payton asked.

"No, I'm glad you told me." Sean replied.

"But what if it takes a while before I'm ready?" Payton asked. "What if you become tired of waiting?"

"I can be patient." Sean replied. "We'll just take it slow and see what happens."

"Thank you." Payton said as she hugged him.

"Thank you for being honest." Sean replied. "So can I still kiss you, or is that off limits too?"

"You can definitely kiss me." Payton said with a smile.

"Good, because I don't think I can go without that." Sean replied.

Sean placed a hand on her knee and leaned in to kiss her. As they kissed on the porch, Payton felt relieved that she had told him the truth. He really understood and respected her choice, meaning he really was the gentleman she hoped he would be. Payton felt confident that when she was ready to make love for the first time, Sean would be the one.

Xxx

 _Many years ago,_

 _In a dark plane of existence, the Avatar Alpha stood on a floating white platform. He was standing at a table that was projecting holographic images of the battle in the Heavens. He observed how Noah nearly succeeded in his rebellion and how it was stopped by Leo and Paige. Behind him, a column of orbs materialized into Calliope. Alpha turned to her and she slightly bowed her head as a sign of respect. Alpha waved his hand and the hologram faded._

" _You have returned at last." Alpha said._

" _Yes, but I failed." Calliope said disappointed. "Nothing played out the way we intended."_

" _Still, I am proud of you, Epsilon." Alpha said._

 _Calliope smiled faintly and was surrounded in a white glow. When the light faded, the Whitelighter had disappeared and had been replaced with a tall female Avatar with long brown hair, dressed entirely in black._

" _It feels good to be myself again." Epsilon said. "I must admit I was growing restless posing as that Whitelighter all these years."_

" _Yes, we were lucky that she was killed by a Darklighter soon after she was reborn." Alpha noted. "It made it easy to replace her."_

" _But my mission failed." Epsilon said._

" _It was not all in vain." Alpha replied._

" _How can you say that?" Epsilon asked. "I was sent to infiltrate the Heavens and weaken the influence of the council. Noah was easy to manipulate. He was the perfect pawn. Until he fell in love with my cover. I tried to get him back on the right track, but he was just too content."_

" _So you faked your death, hoping that the grief would push him over the edge." Alpha said. "Smart move."_

" _Thank you." Epsilon said. "We almost succeeded. Noah would have created a new council, one that would be easier to sway our way. To create Utopia. Now we have nothing."_

" _We have something." Alpha replied. "We've proven that the council's rule is not absolute. Look how many Whitelighters were willing to turn on them. When the time is right to attempt Utopia again, we know we can convert them. That is our victory."_

" _It doesn't feel like a victory." Epsilon said distantly._

" _I'm curious, Epsilon." Alpha noted. "All that time you spent with the boy. The relationship you shared. Were you never tempted? Did you never feel what he felt?"_

" _I…" Epsilon said hesitantly, and Alpha could tell there was doubt in her heart. "No, of course not. It was always about the mission."_

" _I see." Alpha said. "Either way, it's over for now. We will retreat until the world is ready for us."_

 _Alpha disappeared in a flash of bright light, leaving Epsilon alone on the platform. She turned to the table and waved her hand. A hologram of Noah's face appeared. With a saddened look, Epsilon whispered goodbye and faded away._

Xxx

The End


End file.
